TOST / Toast, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

Second Amendment Agreement dated as of May 6, 2025, relating to the Revolving Credit and Guaranty Agreement, dated June 8, 2021, as amended, by and among

Exhibit 10.2 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. SECOND AMENDMENT AGREEMENT, dated as of May 6, 2025 (this “Agreement”), relating to the Revolving Credit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40819 Toast, Inc.

Toast, Inc. Non-employee Director Compensation Policy

Exhibit 10.1 TOAST, INC. Non-Employee Director Compensation Policy The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Toast, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”

Toast Announces Second Quarter 2025 Financial Results Added a record 8,500 net new Locations in second quarter 2025 Annualized recurring run-rate (ARR) as of June 30, 2025 grew 31% to $1.9 billion Net income was $80 million and Adjusted EBITDA was $1

Exhibit 99.1 Toast Announces Second Quarter 2025 Financial Results Added a record 8,500 net new Locations in second quarter 2025 Annualized recurring run-rate (ARR) as of June 30, 2025 grew 31% to $1.9 billion Net income was $80 million and Adjusted EBITDA was $161 million in second quarter Toast enters strategic multi-year partnership with American Express BOSTON, MA – August 5, 2025 – Toast (NYS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2025 Toast, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2025 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168768

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2025 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168768

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2025 Toast, Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2025 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40819 45-4168768 (State or other jurisdiction of Incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 333 Summer Street Boston, Massachusetts 02210 (Address of principal executive offices) (Zip code) Brian R. Elworthy General Counsel

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Toast, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, $0.000001 par

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40819 Toast, Inc

-As filed with the U.S. Securities and Exchange Commission on May 8, 2025

-As filed with the U.S. Securities and Exchange Commission on May 8, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Toast, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 45-4168768 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2025 Toast, Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2025 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168768 (I

Toast Announces First Quarter 2025 Financial Results Booked Applebee’s, Toast’s largest deal in company history Added over 6,000 net new Locations in first quarter 2025 Annualized recurring run-rate (ARR) as of March 31, 2025 grew 31% to $1.7 billion

Exhibit 99.1 Toast Announces First Quarter 2025 Financial Results Booked Applebee’s, Toast’s largest deal in company history Added over 6,000 net new Locations in first quarter 2025 Annualized recurring run-rate (ARR) as of March 31, 2025 grew 31% to $1.7 billion Net income was $56 million and Adjusted EBITDA was $133 million in first quarter BOSTON, MA – May 8, 2025 – Toast (NYSE: TOST), the all-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40819 TOAST, INC. (E

2021 Employee Stock Purchase Plan, as amended

Exhibit 10.4 TOAST, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Toast, Inc. 2021 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Toast, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s Class A common stock, par value $0.000001 per share (the “Common Stock”). 11,638,189 shar

Toast, Inc. Stock Trading Policy, as amended

Exhibit 19.1 TOAST, INC. STOCK TRADING POLICY This memorandum sets forth the policy of Toast, Inc. and its subsidiaries (collectively, the “Company”) regarding trading in the Company’s securities as described below and the disclosure of information concerning the Company. This Stock Trading Policy (the “Stock Trading Policy”) is designed to prevent insider trading and the appearance of impropriety

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Organization Toasttab Ireland Limited Ireland Toast Capital LLC Delaware Toast Processing Services LLC Delaware Toast MSC, Inc. Massachusetts Stratex HoldCo, LLC Delaware OAE Software, LLC Illinois Strategy Execution Partners LLC Delaware xtra CHEF, LLC Delaware Toast Tab Private Limited India Toast International, Inc. Delaware Toasttab UK Limit

Toast Announces Fourth Quarter and Full Year 2024 Financial Results Added a record 28,000 net locations in 2024, ending the year with approximately 134,000 Locations Annualized recurring run-rate (ARR) increased 34% to over $1.6 billion as of Decembe

Exhibit 99.1 Toast Announces Fourth Quarter and Full Year 2024 Financial Results Added a record 28,000 net locations in 2024, ending the year with approximately 134,000 Locations Annualized recurring run-rate (ARR) increased 34% to over $1.6 billion as of December 31, 2024 Fourth quarter net income was $33 million and Adjusted EBITDA was $111 million Full year 2024 net income was $19 million and A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 19, 2025 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 12, 2025 Toast, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 12, 2025 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40819 45-4168768 (State or other jurisdiction of Incorporation) (Commission File Numb

TOST / Toast, Inc. / Capital International Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Toast, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 888787108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

TOST / Toast, Inc. / Narang Aman - SC 13G/A Passive Investment

SC 13G/A 1 toast-schedule13g3narang.htm SC 13G/A United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Toast, Inc. (Name of Issuer) Class A Common Stock,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

2024 Executive Severance and Change in Control Policy

Exhibit 10.1 TOAST, INC. 2024 EXECUTIVE SEVERANCE AND CHANGE IN CONTROL POLICY 1.Purpose. Toast, Inc. (the “Company”) has adopted this 2024 Executive Severance and Change in Control Policy (this “Policy”) as a means to provide certain severance benefits and accelerated vesting to a Covered Employee who experiences a Termination Event at any time on or after the Effective Date (as such capitalized

Toast Announces Third Quarter 2024 Financial Results Added approximately 7,000 net new Locations in third quarter 2024 Annualized recurring run-rate (ARR) as of September 30, 2024 grew 28% to $1.6 billion Net income was $56 million and Adjusted EBITD

Exhibit 99.1 Toast Announces Third Quarter 2024 Financial Results Added approximately 7,000 net new Locations in third quarter 2024 Annualized recurring run-rate (ARR) as of September 30, 2024 grew 28% to $1.6 billion Net income was $56 million and Adjusted EBITDA was $113 million in third quarter BOSTON, MA – November 7, 2024 – Toast (NYSE: TOST), the all-in-one digital technology platform built

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2024 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-41687

TOST / Toast, Inc. / Grimm Jonathan - AMENDMENT NO. 3 Passive Investment

SC 13G/A 1 y1025242sc13ga3.htm AMENDMENT NO. 3 United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Toast, Inc. (Name of Issuer) Class A Common Stock, p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Toast Announces Second Quarter 2024 Financial Results Added approximately 8,000 net new Locations in second quarter 2024 Annualized recurring run-rate (ARR) as of June 30, 2024 grew 29% to $1.5 billion Achieved GAAP operating income of $5 million in

Exhibit 99.1 Toast Announces Second Quarter 2024 Financial Results Added approximately 8,000 net new Locations in second quarter 2024 Annualized recurring run-rate (ARR) as of June 30, 2024 grew 29% to $1.5 billion Achieved GAAP operating income of $5 million in second quarter Net income was $14 million and Adjusted EBITDA was $92 million in second quarter BOSTON, MA – August 6, 2024 – Toast (NYSE

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2024 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168768

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 3, 2024 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168768 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2024 Toast, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2024 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168768

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2024 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168768 (

Amended and Restated Certificate of Incorporation o

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TOAST, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Toast, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1.The Corporation was originally incorporated pursuant to the General

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 333 Summer Street Boston, Massachusetts 02210 (Address of principal executive offices) (Zip code) Brian R. Elworthy General Counsel

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Toast, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, $0.000001 par

-As filed with the U.S. Securities and Exchange Commission on May 7, 2024

-As filed with the U.S. Securities and Exchange Commission on May 7, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Toast, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 45-4168768 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

Toast Announces First Quarter 2024 Financial Results Added over 6,000 net new Locations in first quarter 2024 Annualized recurring run-rate (ARR) as of March 31, 2024 grew 32% to $1.3 billion First quarter net loss was $(83) million and Adjusted EBIT

Exhibit 99.1 Toast Announces First Quarter 2024 Financial Results Added over 6,000 net new Locations in first quarter 2024 Annualized recurring run-rate (ARR) as of March 31, 2024 grew 32% to $1.3 billion First quarter net loss was $(83) million and Adjusted EBITDA was $57 million BOSTON, MA – May 7, 2024 – Toast (NYSE: TOST), the all-in-one digital technology platform built for restaurants, today

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2024 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168768 (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

(incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K (File No. 001-40819) filed with the Securities and Exchange Commission on February 27, 2024)

Exhibit 10.15 RULES AND CONDITIONS FOR THE TOAST, INC. DEFERRED COMPENSATION PROGRAM (THE “PROGRAM”) The following rules and conditions have been adopted by the Board of Directors of Toast, Inc. (the “Company”) to govern the deferral of Restricted Stock Units by certain employees with a position of SVP and higher (such employees, “Executives”) and/or certain Non-Employee Directors, as well as the

-K (File No. 001-40819) filed with the Securities and Exchange Commission on February 27, 2024).

Exhibit 10.8 TOAST, INC. Non-employee Director Compensation Policy The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Toast, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”

2021 Stock Option and Incentive Plan, and forms of agreements thereunder.

Exhibit 10.3 TOAST, INC. 2021 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Toast, Inc. 2021 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Toast, Inc. (the “Company”) and its Affiliates upon whose judgment, initiativ

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Organization Toasttab Ireland Limited Ireland Toast Capital LLC Delaware Toast Processing Services LLC Delaware Toast MSC, Inc. Massachusetts Stratex HoldCo, LLC Delaware OAE Software, LLC Illinois Strategy Execution Partners LLC Delaware xtra CHEF, LLC Delaware Toast Tab Private Limited India Toast International, Inc. Delaware Toasttab UK Limit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40

Toast, Inc. Clawback Polic

Exhibit 97 TOAST, INC. COMPENSATION RECOVERY POLICY Adopted as of November 2, 2023 Toast, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1.Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in accor

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2024 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168

Toast Announces Fourth Quarter and Full Year 2023 Financial Results Ended 2023 with approximately 106,000 Locations; added over 6,500 net new Locations in fourth quarter Annualized recurring run-rate (ARR) as of December 31, 2023 increased 35% to ove

Exhibit 99.1 Toast Announces Fourth Quarter and Full Year 2023 Financial Results Ended 2023 with approximately 106,000 Locations; added over 6,500 net new Locations in fourth quarter Annualized recurring run-rate (ARR) as of December 31, 2023 increased 35% to over $1.2 billion Toast’s Board of Directors authorized a share repurchase program Anticipate GAAP Operating Income profit by first half 202

TOST / Toast, Inc. / Narang Aman - SC 13G/A Passive Investment

SC 13G/A United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value of $0.000001 per share (Title

TOST / Toast, Inc. / Grimm Jonathan - SC 13G/A Passive Investment

SC 13G/A 1 d791798dsc13ga.htm SC 13G/A United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value

TOST / Toast, Inc. / Fredette Stephen - SC 13G/A Passive Investment

SC 13G/A 1 d783630dsc13ga.htm SC 13G/A United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value

TOST / Toast, Inc. / GENERATION INVESTMENT MANAGEMENT LLP Passive Investment

SC 13G/A 1 generation-tost123123a3.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Toast, Inc. (Name of Issuer) Class A common stock, par value of $0.000001 per share (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) C

TOST / Toast, Inc. / Technology Crossover Management X, Ltd. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2023 (

TOST / Toast, Inc. / Deer X & Co. Ltd. - SC 13G/A Passive Investment

SC 13G/A 1 d787495dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value of $0.000001 per share (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) C

TOST / Toast, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02082-toastincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Toast, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 888787108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate

TOST / Toast, Inc. / Capital International Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Toast, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 888787108 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

TOST / Toast, Inc. / Technology Investment Dining Group, LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to shares of Class A Common Stock of Toast, Inc. and further agree that this Joint Filing Agreement be included as

Agreement for Termination of Lease and Voluntary Surrender of Premises,

Exhibit 10.2 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. September 28, 2023 Toast, Inc. 401 Park Drive Boston, Massachusetts 02215 Re: 401 Park Drive, Boston, MA

in-interest to LogMeIn, Inc.)

Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. SUBLEASE AGREEMENT This Sublease Agreement (this “Sublease”) is made effective as of August 7, 2023 (the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2023 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-41687

Toast Announces Third Quarter 2023 Financial Results Added over 6,500 net new locations in third quarter 2023 Annualized recurring run-rate (ARR) as of September 30, 2023 grew 40% year-over-year Third quarter net loss was $(31) million and Adjusted E

Exhibit 99.1 Toast Announces Third Quarter 2023 Financial Results Added over 6,500 net new locations in third quarter 2023 Annualized recurring run-rate (ARR) as of September 30, 2023 grew 40% year-over-year Third quarter net loss was $(31) million and Adjusted EBITDA was $35 million BOSTON, MA – November 7, 2023 – Toast (NYSE: TOST), the all-in-one digital technology platform built for restaurant

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 1, 2023 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40819 45-4168768 (State or other jurisdiction of Incorporation) (Commission File Numb

Chief Executive Officer Severance Letter

EX-10.1 Exhibit 10.1 September 1, 2023 Aman Narang 401 Park Drive Boston, MA 02215 Dear Aman: This letter (the “Letter”) is being executed and delivered to confirm certain agreements and understandings pertaining to your employment with Toast, Inc. (the “Company”), and will be effective January 1, 2024 upon you becoming the Company’s Chief Executive Officer. Reference is made to the Toast, Inc. Se

Toast Announces Leadership Transition Aman Narang, Co-Founder and COO, to become CEO effective January 1, 2024 Current CEO Chris Comparato to remain on Board upon Narang’s appointment

EX-99.1 Exhibit 99.1 Toast Announces Leadership Transition Aman Narang, Co-Founder and COO, to become CEO effective January 1, 2024 Current CEO Chris Comparato to remain on Board upon Narang’s appointment BOSTON, MA—September 5, 2023—Toast (NYSE: TOST), the all-in-one digital technology platform built for restaurants, today announced the appointment of Aman Narang as CEO, effective January 1, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2023 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168768

Toast Announces Second Quarter 2023 Financial Results Quarterly record of over 7,500 net new location adds Annualized recurring run-rate (ARR) reached a milestone of over $1B as of June 30, 2023 Achieved positive Adj. EBITDA for the first time since

Exhibit 99.1 Toast Announces Second Quarter 2023 Financial Results Quarterly record of over 7,500 net new location adds Annualized recurring run-rate (ARR) reached a milestone of over $1B as of June 30, 2023 Achieved positive Adj. EBITDA for the first time since IPO BOSTON, MA – August 8, 2023 – Toast (NYSE: TOST), the all-in-one digital technology platform built for restaurants, today reported fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2023 Toast, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2023 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40819 45-4168768 (State or other jurisdiction of Incorporation) (Commission File Number)

Update on Toast Digital Ordering for our Customer Community

EX-99.1 Exhibit 99.1 Update on Toast Digital Ordering for our Customer Community July 19, 2023 To Our Customer Community - After extensive discussions with many of you, we have made the decision to remove the $0.99 order processing fee from the new version of our digital ordering suite by the end of this week. While we had the best of intentions — to keep costs low for our customers — that is not

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2023 Toast, Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2023 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168768 (

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Toast, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, $0.000001 par

Amendment Agreement dated as of March 2, 2023, relating to the Revolving Credit and Guaranty Agreement, dated June 8, 2021, by and among the Registrant, the guarantors party thereto, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, (File No. 001-40819), filed with the Securities and Exchange Commission on May 10, 2023.

Exhibit 10.1 AMENDMENT AGREEMENT dated as of March 2, 2023 (this “Amendment”), relating to the Revolving Credit and Guaranty Agreement dated as of June 8, 2021 (the “Existing Credit Agreement”), among TOAST, INC., a Delaware corporation (the “Borrower”), the GUARANTORS party thereto, the LENDERS and ISSUING BANKS from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agen

As filed with the U.S. Securities and Exchange Commission on May 9, 2023

As filed with the U.S. Securities and Exchange Commission on May 9, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Toast, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 45-4168768 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer I

and Restated Bylaws.

Exhibit 4.2 THIRD AMENDED AND RESTATED BYLAWS OF TOAST, INC. (the “Corporation”) Article I Stockholders Section 1.Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may subseque

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

Third Amended and Restated Bylaws.

Exhibit 3.1 THIRD AMENDED AND RESTATED BYLAWS OF TOAST, INC. (the “Corporation”) Article I Stockholders Section 1.Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may subseque

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 Toast, Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168768 (I

Toast Announces First Quarter 2023 Financial Results Added over 5,500 net new locations in first quarter 2023 Annualized recurring run-rate (ARR) as of March 31, 2023 grew 55% year-over-year First quarter gross profit grew 96% and non-GAAP gross prof

Toast Announces First Quarter 2023 Financial Results Added over 5,500 net new locations in first quarter 2023 Annualized recurring run-rate (ARR) as of March 31, 2023 grew 55% year-over-year First quarter gross profit grew 96% and non-GAAP gross profit grew 87% year-over-year BOSTON, MA – May 9, 2023 – Toast (NYSE: TOST), the all-in-one digital technology platform built for restaurants, today reported financial results for the first quarter ended March 31, 2023.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2023 Toast, Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2023 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168768 (I

Agreement for Termination of Lease and Voluntary Surrender of Premises, dated May

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Organization Toasttab Ireland Limited Ireland Toast Capital LLC Delaware Toast Processing Services LLC Delaware Toast MSC, Inc. Massachusetts Stratex HoldCo, LLC Delaware OAE Software, LLC Illinois Strategy Execution Partners LLC Delaware xtra CHEF, LLC Delaware Toast Tab Private Limited India Toast International, Inc. Delaware Toasttab UK Limit

Toast, Inc. Non-employee Director Compensation Policy

Exhibit 10.8 TOAST, INC. Non-employee Director Compensation Policy The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Toast, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”

Toast Announces Fourth Quarter and Full Year 2022 Financial Results Annualized recurring run-rate (ARR) as of December 31, 2022 increased to $901 million Added approximately 23,000 net new locations in 2022 Fourth quarter gross profit grew 116% and n

Toast Announces Fourth Quarter and Full Year 2022 Financial Results Annualized recurring run-rate (ARR) as of December 31, 2022 increased to $901 million Added approximately 23,000 net new locations in 2022 Fourth quarter gross profit grew 116% and non-GAAP gross profit grew 110% year-over-year BOSTON, MA – February 16, 2023 – Toast (NYSE: TOST), the all-in-one digital technology platform built for restaurants, today reported financial results for the fourth quarter and full year ended December 31, 2022.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 16, 2023 Toast, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 16, 2023 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168

TOST / Toast Inc - Class A / Grimm Jonathan - SC 13G/A Passive Investment

SC 13G/A United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value of $0.000001 per share (Title

TOST / Toast Inc - Class A / Fredette Stephen - SC 13G/A Passive Investment

SC 13G/A United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value of $0.000001 per share (Title

TOST / Toast Inc - Class A / Deer X & Co. Ltd. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value of $0.000001 per share (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

Members of Group

EX-99.1 Exhibit 1 Members of Group Deer IX & Co. Ltd. Deer IX & Co. LP. Bessemer Venture Partners IX, L.P. Bessemer Venture Partners IX Institutional, L.P. Deer X & Co. Ltd. Deer X & Co. LP. Bessemer Venture Partners Century Fund L.P. Bessemer Venture Partners Century Fund Institutional L.P.

TOST / Toast Inc - Class A / D1 Capital Partners L.P. - TOAST, INC. Passive Investment

SC 13G/A 1 p23-0538sc13ga.htm TOAST, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Toast, Inc. (Name of Issuer) Class A Common Stock, $0.000001 par value (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

TOST / Toast Inc - Class A / HMI Capital Management, L.P. Passive Investment

SC 13G/A 1 tost13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.2)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value of $0.000001 per share (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp

TOST / Toast Inc - Class A / GILDER GAGNON HOWE & CO LLC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 2)* Toast, Inc. (Name of Issuer) Class A Common Stock, $0.000001 par value per share (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2022 (Date of E

TOST / Toast Inc - Class A / Comparato Christopher P - SC 13G/A Passive Investment

SC 13G/A United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value of $0.000001 per share (Title

TOST / Toast Inc - Class A / Narang Aman - SC 13G/A Passive Investment

SC 13G/A United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value of $0.000001 per share (Title

TOST / Toast Inc - Class A / GENERATION INVESTMENT MANAGEMENT LLP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

TOST / Toast Inc - Class A / Technology Investment Dining Group, LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to shares of Class A Common Stock and Class B Common Stock of Toast, Inc. and further agree that this Joint Filing

TOST / Toast Inc - Class A / Capital International Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Toast, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 888787108 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

TOST / Toast Inc - Class A / Raging Capital Management, LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Toast, Inc. (Name of Issuer) Class A Common Stock, par value $0.000001 (Title of Class of Securities) 888787 10 8 (CUSIP Number) December

TOST / Toast Inc - Class A / GV 2014, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm235939d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Ch

TOST / Toast Inc - Class A / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Toast Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 888787108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Toast Announces Third Quarter 2022 Financial Results Exceeded $100B in annualized run-rate GPV for the first quarter ever Third quarter subscription revenue grew 96% year-over-year Annualized recurring run-rate (ARR) as of September 30, 2022 grew 60%

Toast Announces Third Quarter 2022 Financial Results Exceeded $100B in annualized run-rate GPV for the first quarter ever Third quarter subscription revenue grew 96% year-over-year Annualized recurring run-rate (ARR) as of September 30, 2022 grew 60% year-over-year BOSTON, MA ? November 10, 2022 ? Toast (NYSE: TOST), the all-in-one digital technology platform built for restaurants, today reported financial results for the third quarter ended September 30, 2022.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168

2021 Employee Stock Purchase Plan, as amended.

Exhibit 10.1 TOAST, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Toast, Inc. 2021 Employee Stock Purchase Plan (the ?Plan?) is to provide eligible employees of Toast, Inc. (the ?Company?) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company?s Class A common stock, par value $0.000001 per share (the ?Common Stock?). 11,638,189 shar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2022 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-416876

Toast Announces Second Quarter 2022 Financial Results Added over 6,000 net new locations for the first quarter ever Second quarter subscription revenue grew 100% year-over-year Annualized recurring run-rate (ARR) as of June 30, 2022 grew 59% year-ove

Toast Announces Second Quarter 2022 Financial Results Added over 6,000 net new locations for the first quarter ever Second quarter subscription revenue grew 100% year-over-year Annualized recurring run-rate (ARR) as of June 30, 2022 grew 59% year-over-year BOSTON, MA ? August 11, 2022 ? Toast (NYSE: TOST), the all-in-one digital technology platform built for restaurants, today reported financial results for the second quarter ended June 30, 2022.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2022 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168768 (

Filing Fee Table

EX-FILING FEES 2 toast-sx8exhibit107table.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Toast, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

As filed with the U.S. Securities and Exchange Commission on May 13, 2022

As filed with the U.S. Securities and Exchange Commission on May 13, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Toast, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 45-4168768 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2022 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168768 (

Toast Announces First Quarter 2022 Financial Results Added over 5,000 net new locations for the first quarter ever First quarter subscription revenue growth accelerated to 103% year-over-year Annualized recurring run-rate (ARR) as of March 31, 2022 g

Toast Announces First Quarter 2022 Financial Results Added over 5,000 net new locations for the first quarter ever First quarter subscription revenue growth accelerated to 103% year-over-year Annualized recurring run-rate (ARR) as of March 31, 2022 grew 66% year-over-year BOSTON, MA ? May 12, 2022 ? Toast (NYSE: TOST), the all-in-one digital technology platform built for restaurants, today reported financial results for the first quarter ended March 31, 2022.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 a2022proxy-def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 a2022-defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

TOST / Toast Inc - Class A / Capital International Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Toast, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 888787108 (CUSIP Number) February 28, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

Form of warrant certificate of the Registrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K (File No. 001-40819), filed with the Securities and Exchange Commission on March 1, 2022).

Exhibit 4.2 THIS WARRANT, ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS WARRANT, OR ANY NEW WARRANTS ISSUABLE UPON EXCHANGE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE R

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Organization Toasttab Ireland Limited Ireland Toast Capital LLC Delaware Toast Processing Services LLC Delaware Toast MSC, Inc. Massachusetts Stratex HoldCo, LLC Delaware OAE Software, LLC Illinois Strategy Execution Partners LLC Delaware xtra CHEF, LLC Delaware Xtrachef Technologies (India) Private Limited India Toast International, Inc. Delawa

Exhibit 4.3

Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK As of December 31, 2021, Toast, Inc. (?we,? ?our? or ?us?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): our Class A common stock, $0.000001 per share. The following descriptions are summaries of the material terms of our amended and restated certificate of incorporation and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40819 TOAST, INC. (E

Members of Group

EX-99.2 Exhibit 2 Members of Group Deer IX & Co. Ltd. Deer IX & Co. L.P. Bessemer Venture Partners IX L.P. Bessemer Venture Partners IX Institutional L.P. Deer X & Co. Ltd. Deer X & Co. L.P. Bessemer Venture Partners Century Fund L.P. Bessemer Venture Partners Century Fund Institutional L.P.

Toast Announces Fourth Quarter and Full Year 2021 Financial Results Fourth quarter revenue grew 111% year-over-year to $512 million Annualized recurring run-rate (ARR) as of December 31, 2021 grew 74% year-over-year to $568 million Fourth quarter gro

Toast Announces Fourth Quarter and Full Year 2021 Financial Results Fourth quarter revenue grew 111% year-over-year to $512 million Annualized recurring run-rate (ARR) as of December 31, 2021 grew 74% year-over-year to $568 million Fourth quarter gross payment volume (GPV) grew 125% year-over-year to $17 billion BOSTON, MA ? February 15, 2022 ? Toast (NYSE: TOST), the all-in-one digital technology platform built for restaurants, today reported financial results for the fourth quarter and fiscal year ended December 31, 2021.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2022 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168

Joint Filing Agreement

EX-99.1 EXHIBIT 1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each sha

TOST / Toast Inc - Class A / Deer X & Co. Ltd. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Toast, Inc. (Name of Issuer) Class A Common Stock, par value of $0.000001 per share (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

TOST / Toast Inc - Class A / Fredette Stephen - SC 13G Passive Investment

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Toast, Inc. (Name of Issuer) Class A Common Stock, par value of $0.000001 per share (Title of Class

TOST / Toast Inc - Class A / HMI Capital Management, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value of $0.000001 per share (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

TOST / Toast Inc - Class A / Narang Aman - SC 13G Passive Investment

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Toast, Inc. (Name of Issuer) Class A Common Stock, par value of $0.000001 per share (Title of Class

TOST / Toast Inc - Class A / Technology Crossover Management X, Ltd. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No.)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2021 (Da

Agreement of Joint Filing dated February 14, 2022.

EXHIBIT 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Co

TOST / Toast Inc - Class A / Comparato Christopher P - SC 13G Passive Investment

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Toast, Inc. (Name of Issuer) Class A Common Stock, par value of $0.000001 per share (Title of Class

TOST / Toast Inc - Class A / D1 Capital Partners L.P. - TOAST, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Toast, Inc. (Name of Issuer) Class A Common Stock, $0.000001 par value (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated February 14, 2022 (including amendments thereto) with respect to the Class A Common Stock, par value $0.000001 per share, of Toast, Inc. This Joint Filing

TOST / Toast Inc - Class A / Grimm Jonathan - SC 13G Passive Investment

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Toast, Inc. (Name of Issuer) Class A Common Stock, par value of $0.000001 per share (Title of Class

TOST / Toast Inc - Class A / COATUE MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

TOST / Toast Inc - Class A / Raging Capital Management, LLC - THE SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Toast, Inc. (Name of Issuer) Class A Common Stock, par value $0.000001 (Title of Class of Securities) 888787 10 8 (CUSIP Number) December 3

TOST / Toast Inc - Class A / GILDER GAGNON HOWE & CO LLC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 1)* Toast, Inc. (Name of Issuer) Class A Common Stock, $0.000001 par value per share (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2021 (Date of E

Exhibit 99.1

Exhibit 99.1 The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to such statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the ti

TOST / Toast Inc - Class A / GV 2014, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Toast, Inc. (Name of Issuer) Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

TOST / Toast Inc - Class A / GENERATION INVESTMENT MANAGEMENT LLP - SC13GA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Agreement of Joint Filing

EXHIBIT A Agreement of Joint Filing The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Toast, Inc.

TOST / Toast Inc - Class A / Capital International Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Toast, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

TOST / Toast Inc - Class A / Technology Investment Dining Group, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) 888787108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to shares of Class A Common Stock and Class B Common Stock of Toast, Inc. and further agree that this Joint Filing Agreeme

TOST / Toast Inc - Class A / HMI Capital Management, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Toast, Inc. (Name of Issuer) Class A Common Stock, par value of $0.000001 per share (Title of Class of Securities) 888787108 (CUSIP Number) December 10, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

TOST / Toast Inc - Class A / Capital International Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Toast, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 888787108 (CUSIP Number) November 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2021 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-41687

Toast, Inc. Senior Executive Cash Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-40819) filed with the Securities and Exchange Commission on December 10, 2021)

Exhibit 10.1 TOAST, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1.Purpose This Senior Executive Cash Incentive Bonus Plan (the ?Incentive Plan?) is intended to provide an incentive for superior work and to motivate eligible executives of Toast, Inc. (the ?Company?) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company

Hilarie Koplow-McAdams Joins Toast Board of Directors

Exhibit 99.1 Hilarie Koplow-McAdams Joins Toast Board of Directors BOSTON, MA ? Dec. 1, 2021 ? Toast (NYSE: TOST), the all-in-one platform built for restaurants, today announced that Hilarie Koplow-McAdams has been appointed to the company's board of directors, effective immediately. A technology industry-veteran, Ms. Koplow-McAdams has spent more than three decades in operating and leadership rol

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2021 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168

Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 09, 2021 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of Incorporation) 001-40819 (Commission File Number) 45-4168

As filed with the U.S. Securities and Exchange Commission on November 9, 2021

Table of Contents As filed with the U.S. Securities and Exchange Commission on November 9, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware 45-4168768 (State or other jurisdiction of incorporation or organizat

Toast Announces Third Quarter 2021 Financial Results Third quarter revenue grew 105% year-over-year to $486.4 million Annualized recurring run-rate (ARR) as of September 30, 2021 grew 77% year-over-year to $543.8 million Third quarter gross payment v

Toast Announces Third Quarter 2021 Financial Results Third quarter revenue grew 105% year-over-year to $486.

TOST / Toast Inc - Class A / COATUE MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2021 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40819 45-4168768 (State or other jurisdiction of Incorporation) (Commission File Numbe

TOST / Toast Inc - Class A / GILDER GAGNON HOWE & CO LLC - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 Toast, Inc. (Name of Issuer) Class A Common Stock, $0.000001 par value per share (Title of Class of Securities) 888787108 (CUSIP Number) September 30, 2021 (Date of Event which Require

TOST / Toast Inc - Class A / GENERATION INVESTMENT MANAGEMENT LLP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2021 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40819 45-4168768 (State or other jurisdiction of Incorporation) (Commission File Num

Amended and Restated Certificate of Incorporation.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TOAST, INC. Toast, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Toast, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was December 22,

Second Amended and Restated Bylaws.

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF TOAST, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may subseq

21,739,131 Shares Toast, Inc. Class A Common Stock

Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-259104 21,739,131 Shares Toast, Inc. Class A Common Stock This is the initial public offering of shares of Class A common stock of Toast, Inc. All of the 21,739,131 shares of our Class A common stock are being sold by us. Prior to this offering, there has been no public market for our Class A common stock. The initial public o

As filed with the U.S. Securities and Exchange Commission on September 22, 2021

As filed with the U.S. Securities and Exchange Commission on September 22, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Toast, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 45-4168768 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Emp

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Toast, Inc. (Exact name of registrant as specified in its charter) Delaware 45-4168768 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 401 Park D

As filed with the Securities and Exchange Commission on September 20, 2021.

Table of Contents As filed with the Securities and Exchange Commission on September 20, 2021.

[Signature page follows.]

September 20, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Toast, Inc. Registration Statement on Form S-1 (File No. 333-259104) Attn: Alexandra Barone Stephen Krikorian Amanda Kim Jan Woo Ladies and Gentlemen: In connection with the above-captioned Registration Statement, pursuant to Rule 460 under the Securities

Toast, Inc. 401 Park Drive, Suite 801 Boston, MA 02215

Toast, Inc. 401 Park Drive, Suite 801 Boston, MA 02215 VIA EDGAR September 20, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Alexandra Barone Stephen Krikorian Amanda Kim Jan Woo Re: Toast, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-259104 Requested Date: Sept

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-259104), filed with the Securities and Exchange Commission on September 13, 2021).

Exhibit 10.1 TOAST, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of by and between Toast, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induce Indemnitee to [provide or

Form of Amended and Restated Certificate of Incorporation of the Registrant to be in effect upon the completion of this offering.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TOAST, INC. Toast, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Toast, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was December 22,

2021 Employee Stock Purchase Plan.

Exhibit 10.4 TOAST, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Toast, Inc. 2021 Employee Stock Purchase Plan (the ?Plan?) is to provide eligible employees of Toast, Inc. (the ?Company?) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company?s Class A common stock, par value $0.000001 per share (the ?Common Stock?). 11,638,189 shar

As filed with the Securities and Exchange Commission on September 13, 2021.

S-1/A Table of Contents As filed with the Securities and Exchange Commission on September 13, 2021.

Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TOAST, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Toast, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. That the name of this corporati

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September 13, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Alexandra Barone Stephen Krikorian Amanda Kim Jan Woo Re: Toast, Inc. Registration Statement on Form S-1 Filed August 27, 2021 File No. 333-259104 Dear Ms. Barone: This letter is submitted on behalf of Toast, Inc. (the ?Company?) in re

Form of Underwriting Agreement.

Exhibit 1.1 Toast, Inc. Class A Common Stock, par value $0.000001 per share Underwriting Agreement , 2021 Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198. c/o Morgan Stanley & Co. LLC, 1585 Broad

Form of Second Amended and Restated Bylaws of the Registrant to be in effect upon the completion of this offering.

Exhibit 3.4 SECOND AMENDED AND RESTATED BYLAWS OF TOAST, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may subseq

2021 Stock Option and Incentive Plan, and forms of agreements thereunder.

Exhibit 10.3 TOAST, INC. 2021 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Toast, Inc. 2021 Stock Option and Incentive Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Toast, Inc. (the ?Company?) and its Affiliates upon whose judgment, initiativ

Form of Class A Common Stock Certificate of the Registrant.

Exhibit 4.1 PO BOX 505006, Louisville, KY 40233-5006 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 CUSIP/IDENTIFIER XXXXXX XX X Holder ID XXXXXXXXXX Insurance Value 1,000,000.00 Number of Shares 123456 DTC 12345678 123456789012345 Certificate Numbers Num/No. Denom. Total 1234567890/1234567890 1 1 1 1234567890/1234567890 2 2 2 1234567890/1234567890 3 3 3 1234567890/1234567890 4 4 4 12345

Subsidiaries of the Registrant.

EX-21.1 17 d166297dex211.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Organization Toasttab Ireland Limited Ireland Toast Capital LLC Delaware Toast Processing Services LLC Delaware Toast MSC, Inc. Massachusetts Stratex HoldCo, LLC Delaware OAE Software, LLC Illinois Strategy Execution Partners LLC Delaware xtra CHEF, LLC Delaware Xtrachef Technologies (India) Private Limited I

Lease, dated June 12, 2015, by and between Registrant and Landmark Center Park Drive LLC, as amended.

Exhibit 10.7 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark ?[***]?. LANDMARK CENTER BOSTON, MASSACHUSETTS I N D E X T O L E A S E FROM LANDMARK CENTER PARK DRIVE LLC TO TOAS

Plain English Warrant Agreement, dated January 23, 2018, by and between the Registrant and TriplePoint Venture Growth BDC Corp.

Exhibit 4.7 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the ?1933 ACT?), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGIS

Chief Executive Officer Severance Letter.

Exhibit 10.6 TOAST, INC. CHIEF EXECUTIVE OFFICER SEVERANCE LETTER This letter (the ?Letter?) is being executed and delivered to confirm certain agreements and understandings pertaining to your employment with Toast, Inc. (the ?Company?). Reference is made to (i) the Toast, Inc. Severance and Change in Control Policy (the ?Severance Policy?) adopted by the Company on June 2, 2021 and (ii) that cert

Warrant to Purchase Stock, dated August 9, 2016, by and between the Registrant and Silicon Valley Bank.

Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN

Power of Attorney (see page II-6 of the original filing of this Registration Statement on Form S-1).

S-1 Table of Contents As filed with the Securities and Exchange Commission on August 27, 2021.

Warrant to Purchase Shares of Preferred Stock of the Registrant, dated December 7, 2015, by and between the Registrant and Venture Lending & Leasing VII, LLC.

Exhibit 4.3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION O

Fifth Amended and Restated Investors’ Rights Agreement, dated April 27, 2020, by and among the Registrant and certain of its stockholders.

Exhibit 4.2 Execution Version FIFTH AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 6 2.1 Demand Registration 6 2.2 Company Registration 8 2.3 Underwriting Requirements 8 2.4 Obligations of the Company 10 2.5 Furnish Information 11 2.6 Expenses of Registration 12 2.7 Delay of Registration 12 2.8 Indemnification 12 2.9 Reports Under Ex

Amended and Restated 2014 Stock Option and Grant Plan, as amended, and forms of award agreements thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-259104), filed with the Securities and Exchange Commission on August 27, 2021).

Exhibit 10.2 AMENDED AND RESTATED 2014 TOAST, INC. STOCK INCENTIVE PLAN 1. Purpose of the Plan. The name of the plan is the Amended and Restated 2014 Toast, Inc. Stock Incentive Plan (the ?Plan?). The purpose of the Plan is to attract, retain and motivate persons who are expected to make important contributions to Toast, Inc., a Delaware Corporation (the ?Company?) and provide such persons with eq

Form of Underwriting Agreement.

Exhibit 1.1 Toast, Inc. Class A Common Stock, par value $0.000001 per share Underwriting Agreement , 2021 Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198. c/o Morgan Stanley & Co. LLC, 1585 Broad

Revolving Credit and Guaranty Agreement, dated June 8, 2021, by and among the Registrant, the guarantors party thereto, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

Exhibit 10.8 REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of June 8, 2021 among TOAST, INC., the Guarantors party hereto, the Lenders and Issuing Banks party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., GOLDMAN SACHS LENDING PARTNERS LLC and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Page ARTI

CONFIDENTIAL TREATMENT REQUESTED BY TOAST, INC.

Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 CONFIDENTIAL TREATMENT REQUESTED BY TOAST, INC. CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS L

Bank Card Merchant Agreement, dated September 30, 2013, by and among Vantiv, LLC (n/k/a Worldpay, LLC), Fifth Third Bank and the Registrant, as amended.

Exhibit 10.9 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. BANK CARD MERCHANT AGREEMENT This Bank Card Merchant Agreement is made among VANTIV. LLC (?Processor?) having its principal office at [***]. and FIFTH THIRD BANK, an Ohio banking corporat

Executive Severance Policy.

Exhibit 10.5 TOAST, INC. SEVERANCE AND CHANGE IN CONTROL POLICY 1. Purpose. Toast, Inc. (the ?Company?) has adopted this Severance and Change in Control Policy (this ?Policy?) as a means to provide certain severance benefits and accelerated vesting to a Covered Employee who experiences a Termination Event at any time on or after the Effective Date (as such capitalized terms are defined below). Sub

Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TOAST, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Toast, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. That the name of this corporati

Warrant to Purchase Shares of Preferred Stock of the Registrant, dated December 7, 2015, by and between the Registrant and Venture Lending & Leasing VIII, LLC.

Exhibit 4.4 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION O

Warrant to Purchase Stock, dated December 28, 2017, by and between the Registrant and Pacific Western Bank.

Exhibit 4.6 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. WARRANT TO PURCHASE STOCK Corporation: TOAST, INC. Number of Shares: 21,450 shares (the ?Initial Shares?), plus all Additional Shares which Holder is entitled to

Amended and Restated Bylaws of the Registrant, as currently in effect.

Exhibit 3.3 Amended and Restated Bylaws of Toast, Inc. (the ?Corporation?) 1 Stockholders. (a) Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is established or sa

TOAST, INC. CHIEF EXECUTIVE OFFICER SEVERANCE LETTER

EX-10.6 3 filename3.htm Exhibit 10.6 TOAST, INC. CHIEF EXECUTIVE OFFICER SEVERANCE LETTER This letter (the “Letter”) is being executed and delivered to confirm certain agreements and understandings pertaining to your employment with Toast, Inc. (the “Company”). Reference is made to (i) the Toast, Inc. Severance and Change in Control Policy (the “Severance Policy”) adopted by the Company on June 2,

TOAST, INC. SEVERANCE AND CHANGE IN CONTROL POLICY

Exhibit 10.5 TOAST, INC. SEVERANCE AND CHANGE IN CONTROL POLICY 1. Purpose. Toast, Inc. (the ?Company?) has adopted this Severance and Change in Control Policy (this ?Policy?) as a means to provide certain severance benefits and accelerated vesting to a Covered Employee who experiences a Termination Event at any time on or after the Effective Date (as such capitalized terms are defined below). Sub

As confidentially submitted to the Securities and Exchange Commission on August 20, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidenti

DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on August 20, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REG

REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of June 8, 2021 TOAST, INC., the Guarantors party hereto, the Lenders and Issuing Banks party hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., GOLDMAN SACHS LENDING

Exhibit 10.8 REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of June 8, 2021 among TOAST, INC., the Guarantors party hereto, the Lenders and Issuing Banks party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., GOLDMAN SACHS LENDING PARTNERS LLC and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Page ARTI

LANDMARK CENTER BOSTON, MASSACHUSETTS I N D E X T O L E A S E LANDMARK CENTER PARK DRIVE LLC TOAST, INC

Exhibit 10.7 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark ?[***]?. LANDMARK CENTER BOSTON, MASSACHUSETTS I N D E X T O L E A S E FROM LANDMARK CENTER PARK DRIVE LLC TO TOAS

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July 1, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Alexandra Barone Amanda Kim Craig Wilson Jan Woo Re: Toast, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted June 14, 2021 CIK No. 0001650164 Dear Ms. Barone: This letter is submitted on behalf of Toast, Inc. (the ?

As confidentially submitted to the Securities and Exchange Commission on July 1, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential.

Table of Contents As confidentially submitted to the Securities and Exchange Commission on July 1, 2021.

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June 14, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Alexandra Barone Amanda Kim Craig Wilson Jan Woo Re: Toast, Inc. Draft Registration Statement on Form S-1 Submitted May 3, 2021 CIK No. 0001650164 Dear Ms. Barone: This letter is submitted on behalf of Toast, Inc. (the ?Company?) in respons

WARRANT TO PURCHASE SHARES OF PREFERRED STOCK OF TOAST, INC. (Void after June 30, 2026)

Exhibit 4.3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION O

SUBSIDIARIES Subsidiary Jurisdiction of Organization Toasttab Ireland Limited Ireland Toast Capital LLC Delaware Toast Processing Services LLC Delaware Toast MSC, Inc. Massachusetts Stratex HoldCo, LLC Delaware OAE Software, LLC Illinois Strategy Exe

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Organization Toasttab Ireland Limited Ireland Toast Capital LLC Delaware Toast Processing Services LLC Delaware Toast MSC, Inc. Massachusetts Stratex HoldCo, LLC Delaware OAE Software, LLC Illinois Strategy Execution Partners LLC Delaware xtra CHEF, LLC Delaware Xtrachef Technologies (India) Private Limited India

PLAIN ENGLISH WARRANT AGREEMENT

EX-4.7 6 filename6.htm Exhibit 4.7 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY

WARRANT TO PURCHASE STOCK

Exhibit 4.6 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. WARRANT TO PURCHASE STOCK Corporation: TOAST, INC. Number of Shares: 21,450 shares (the ?Initial Shares?), plus all Additional Shares which Holder is entitled to

As confidentially submitted to the Securities and Exchange Commission on June 14, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential

Table of Contents As confidentially submitted to the Securities and Exchange Commission on June 14, 2021.

WARRANT TO PURCHASE STOCK

Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN

WARRANT TO PURCHASE SHARES OF PREFERRED STOCK OF TOAST, INC. (Void after June 30, 2026)

Exhibit 4.4 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION O

LANDMARK CENTER BOSTON, MASSACHUSETTS I N D E X T O L E A S E LANDMARK CENTER PARK DRIVE LLC TOAST, INC

Exhibit 10.7 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark ?[***]? LANDMARK CENTER BOSTON, MASSACHUSETTS I N D E X T O L E A S E FROM LANDMARK CENTER PARK DRIVE LLC TO TOAST

SUBSIDIARIES Subsidiary Jurisdiction of Organization Toasttab Ireland Limited Ireland Toast Capital LLC Delaware Toast Processing Services LLC Delaware Toast MSC, Inc. Massachusetts Stratex HoldCo, LLC Delaware OAE Software, LLC Illinois Strategy Exe

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Organization Toasttab Ireland Limited Ireland Toast Capital LLC Delaware Toast Processing Services LLC Delaware Toast MSC, Inc. Massachusetts Stratex HoldCo, LLC Delaware OAE Software, LLC Illinois Strategy Execution Partners LLC Delaware

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. BANK CARD MERCHANT AGREEMENT

EX-10.9 6 filename6.htm Exhibit 10.9 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. BANK CARD MERCHANT AGREEMENT This Bank Card Merchant Agreement is made among VANTIV. LLC (“Processor”) having its principal office at [***]. and FIFTH THIRD BANK,

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TOAST, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

EX-3.1 2 filename2.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TOAST, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Toast, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. That the

As confidentially submitted to the Securities and Exchange Commission on April 30, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidentia

Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 30, 2021.

AMENDED AND RESTATED 2014 TOAST, INC. STOCK INCENTIVE PLAN

Exhibit 10.2 AMENDED AND RESTATED 2014 TOAST, INC. STOCK INCENTIVE PLAN 1. Purpose of the Plan. The name of the plan is the Amended and Restated 2014 Toast, Inc. Stock Incentive Plan (the ?Plan?). The purpose of the Plan is to attract, retain and motivate persons who are expected to make important contributions to Toast, Inc., a Delaware Corporation (the ?Company?) and provide such persons with eq

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

EX-4.2 4 filename4.htm Exhibit 4.2 Execution Version FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 6 2.1 Demand Registration 6 2.2 Company Registration 8 2.3 Underwriting Requirements 8 2.4 Obligations of the Company 10 2.5 Furnish Information 11 2.6 Expenses of Registration 12 2.7 Delay of Registration 12 2.8 Indemnification

Amended and Restated Bylaws Toast, Inc. (the “Corporation”)

EX-3.3 3 filename3.htm Exhibit 3.3 Amended and Restated Bylaws of Toast, Inc. (the “Corporation”) 1 Stockholders. (a) Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeti